Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOWNotes to Proxy Form1. A unitholder of Lippo Malls Indonesia Retail Trust (“LMIR Trust” and a unitholder of LMIR Trust, “Unitholder”)entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or two proxies to attendand vote in his stead.2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he specifies theproportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.3. A proxy need not be a Unitholder.4. A Unitholder should insert the total number of units in LMIR Trust (“Units”) held. If the Unitholder has Units enteredagainst his name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he shouldinsert that number of Units. If the Unitholder has Units registered in his name in the Register of Unitholders of LMIRTrust, he should insert that number of Units. If the Unitholder has Units entered against his name in the saidDepository Register and registered in his name in the Register of Unitholders, he should insert the aggregatenumber of Units. If no number is inserted, this form of proxy will be deemed to relate to all the Units held by theUnitholder.5. The instrument appointing a proxy or proxies (the “Proxy Form”) must be deposited at the Unit Registrar’sregistered office at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not less than 48 hoursbefore the time set for the Extraordinary General Meeting.6. The Proxy Form must be executed under the hand of the appointor or of his attorney duly authorised in writing.Where the Proxy Form is executed by a corporation, it must be executed either under its common seal or under thehand of its attorney or a duly authorised officer.7. Where the Proxy Form is signed on behalf of the appointor by an attorney or a duly authorised officer, the powerof attorney or a duly certified copy thereof must (failing previous registration with LMIRT Management Ltd., asmanager of LMIR Trust (the “Manager”)) be lodged with the Proxy Form, failing which the Proxy Form may betreated as invalid.8. The Manager and/or the Unite Registrar shall be entitled to reject a Proxy Form which is incomplete, improperlycompleted or illegible or where the true intentions of the appointor are not ascertainable from the instructions of theappointor specified on the Proxy Form. In addition, in the case of Units entered in the Depository Register, theManager and/or the Unit Registrar may reject a Proxy Form if the Unitholder, being the appointor, is not shown tohave Units entered against his name in the Depository Register as at 48 hours before the time appointed for holdingthe Extraordinary General Meeting, as certified by CDP to the Manager.9. All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they haveattended or voted at the Extraordinary General Meeting.10. At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is(before or on the declaration of the result of the show of hands) demanded by the Chairman or by five or moreUnitholders present in person or by proxy, or holding or representing one-tenth in value of the Units represented atthe meeting. Unless a poll is so demanded, a declaration by the Chairman that such a resolution has been carriedor carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against such resolution.11. On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being acorporation) is present by one of its officers as its proxy shall have one vote. On a poll, every Unitholder who ispresent in person or by proxy shall have one vote for every Unit of which he is the Unitholder. A person entitled tomore than one vote need not use all his votes or cast them the same way.
---------------------------------------------------------------------------------------------------------------------------------------------✂LIPPO MALLS INDONESIA RETAIL TRUST(Constituted in the Republic of Singapore pursuantto a trust deed dated 8 August 2007 (as amended))PROXY FORMEXTRAORDINARY GENERAL MEETINGIMPORTANT1. For investors who have used their CPF money tobuy units in Lippo Malls Indonesia Retail Trust,this Circular is forwarded to them at the requestof their CPF Approved Nominees and is sentFOR INFORMATION ONLY.2. This Proxy Form is not valid for use by CPFInvestors and shall be ineffective for all intentsand purposes if used or is purported to be usedby them.3. PLEASE READ THE NOTES TO THE PROXYFORM.I/We(Name)of(Address)being a unitholder/unitholders of Lippo Malls Indonesia Retail Trust (“LMIR Trust”), hereby appoint:Nameand/or (delete as appropriate)NameAddressAddressNRIC/PassportNumberNRIC/PassportNumberProportion ofUnitholdingsNo. of Units %Proportion ofUnitholdingsNo. of Units %or, both of whom failing, the Chairman of the Extraordinary General Meeting as my/our proxy/proxies toattend and to vote for me/us on my/our behalf and if necessary, to demand a poll, at the ExtraordinaryGeneral Meeting of LMIR Trust to be held on 13 December 2012 at 2.00 p.m. at Mandarin Orchard Singapore,Mandarin Ballroom 1, Level 6, Main Tower, Singapore 238867 and any adjournment thereof. I/We directmy/our proxy/proxies to vote for or against the resolutions to be proposed at the Extraordinary GeneralMeeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote orabstain from voting at his/their discretion, as he/they will on any other matter arising at the ExtraordinaryGeneral Meeting.Resolutions1 To approve the acquisition ofPejaten Village from an InterestedPerson (Ordinary Resolution)(Conditional upon Resolution 3being passed)2 To approve the acquisition of BinjaiSupermall from an InterestedPerson (Ordinary Resolution)(Conditional upon Resolution 3being passed)3 To approve the WhitewashResolution (Ordinary Resolution)To be used ona show of handsFor * Against *To be used inthe event of a pollNo. of VotesFor *** If you wish to exercise all your votes “For” or “Against”, please tick () within the box provided.No. of VotesAgainst **** If you wish to exercise all your votes “For” or “Against”, please tick () within the box provided. Alternatively, pleaseindicate the number of votes as appropriate.Dated this day of 2012Signatures of Unitholders/Common SealTotal number of Units held
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CIRCULAR DATED 26 NOVEMBER 2012THIS
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TABLE OF CONTENTSPageCORPORATE INFO
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SUMMARYThe following summary is qua
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Key Benefits of the Proposed Acquis
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METHOD OF FINANCINGThe Manager inte
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RESOLUTION 2: PROPOSED ACQUISITION
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INDICATIVE TIMETABLEThe timetable f
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and are in line with the Manager’
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KJPP WR and KJPP RHP were appointed
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Acquisition is an Interested Party
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The Trustee had, on 23 October 2012
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(vi)the lease agreement made by and
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Based on the Manager’s experience
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(iii)The relative figures for each
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Therefore, each of the Pejaten Vill
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4.6. Interests of Directors and Sub
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The reduction in the absolute amoun
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5.2. Six months ended 30 June 2012P
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The maximum possible increase in th
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(v)(vi)LMIR Trust appoints an indep
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7.3. On the Whitewash ResolutionThe
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IMPORTANT NOTICEThe value of Units
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(viii) other investments not covere
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EGM : The extraordinary general mee
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Mandatory Offer : A general offer m
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Sea Pejaten : Sea Pejaten Pte. Ltd.
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APPENDIX AINDEPENDENT FINANCIAL ADV
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The Manager intends to finance the
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“6.3. Rationale for the Whitewash
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We have relied upon the representat
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2.1.2. Opportunity to Enhance the E
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The Valuation Reports assess: the m
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Based on the financial year ended 3
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Six months ended 30 June 2012Pro-fo
Page 71 and 72: Selected comparable companies in So
Page 73 and 74: (i)(ii)all and any losses which the
Page 75 and 76: AnnouncementDateCompletionDateREITP
Page 77 and 78: The Independent Directors should no
Page 79 and 80: APPENDIX BINFORMATION ABOUT THE ENL
Page 81 and 82: The table below sets out a summary
Page 83 and 84: Gross revenue for 6M2012 Rp.23.6 bi
Page 85 and 86: 2.3 Tamini Square2.3.1 Description
Page 87 and 88: Occupancy rate (as at 30September 2
Page 89 and 90: The mall has a good tenancy mix whi
Page 91 and 92: (5) Ekalokasari PlazaEkalokasari Pl
Page 93 and 94: (10) Plaza Medan FairPlaza Medan Fa
Page 95 and 96: Malang Town Square, in which Malang
Page 97 and 98: 3.3 Major Usage Mix for the Septemb
Page 99 and 100: Usage Mix (by Rental Income for the
Page 101 and 102: APPENDIX CTAX CONSIDERATIONSThe fol
Page 103 and 104: APPENDIX DSUMMARY VALUATION REPORTS
Page 105 and 106: To : HSBC Institutional Trust Servi
Page 107 and 108: forecasts of income, expenses and c
Page 109 and 110: D-7
Page 111 and 112: To : HSBC Institutional Trust Servi
Page 113 and 114: forecasts of income, expenses and c
Page 115 and 116: APPENDIX EEXISTING INTERESTED PERSO
Page 117 and 118: APPENDIX FRELATED TENANCY AGREEMENT
Page 119 and 120: NOTICE OF EXTRAORDINARY GENERAL MEE
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Circular - Lippo Malls Indonesia Retail Trust - Investor Relations

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